2084RESOLUTION NO.2084
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOSES
LAKE,WASHINGTON,RETAINING SPECIAL COUNSEL FOR CERTAIN
SERVICES IN CONNECTION WITH THE AUTHORIZATION,ISSUANCE
AND SALE OF $1,685,000 OF LIMITED TAX GENERAL OBLIGATION
REFUNDING BONDS OF THE CITY.
Recitals:
1.The City of Moses Lake,Washington,expects to issue and sell its
limited tax general obligation refunding bonds in the principal amount
of $1,685,000 for the purpose of paying refunding all of the outstanding
Limited Tax General Obligation Bonds,1990 and Limited Tax General
Obligation Bonds,1992 of the city.
2.Rose Marie Van Winkle, a sole practitioner,specializes in providing
legal advice with respect to governmental financing of this type.
3.The legal opinions of Preston Gates & Ellis LLP are nationally
recognized by investors in municipal securities.
4. It is deemed in the best interests of the city that counsel experienced
in such matters be retained to provide special counsel services;
Resolved:
1.Rose Marie Van Winkle,sole practitioner,and the law firm of Preston
Gates &Ellis LLP are hereby retained as special counsel for the city to
provide the following services and are authorized to take all action
deemed by such counsel to be necessary and prudent incident to the
authorization,issuance,sale and delivery of the bonds.
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A.Advising the city regarding the legal requirements applicable to
the issuance and sale of the bonds,including compliance with the
Internal Revenue Code of 1986.
B.Providing representation of special counsel at all meetings and
hearings relating to the financing when appropriate or requested to
do so.
C.Preparing the ordinances,resolutions,notices and other documents
necessary for the authorization,issuance,sale and delivery of the
bonds.
D.Preparing or reviewing contractual provisions relating to
undertakings by the city to meet certain ongoing disclosure as may
be required by underwriters of the bonds to comply with Securities
and Exchange Commission ("SEC")Rule 15c2-12 promulgated pursuant
to the Securities Exchange Act of 1934.
E.Reviewing the official statement for the bonds with respect to
description of the bonds and the ordinances authorizing the
issuance thereof and with respect to applicable legislation,but
such services shall not include any written opinion regarding the
completeness or accuracy of any official statement.
F.Providing other legal services and assistance,supervision and
consultation and such opinions as may be appropriate to facilitate
and effectuate the issuance of the bonds.
G.Supervising the printing and delivery of the bonds to the purchaser
and preparing all necessary closing documents.
H.Assembling and examining the documents which comprise the tran
script of all proceedings relating to the issuance and sale of the
bonds.
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I.Upon determination by special counsel that all necessary
proceedings are complete,that such proceedings and the bonds are
valid and that the laws and regulations relating to exclusion of
interest on the obligations from gross income for federal income
tax purposes have been met,providing the legal opinion of Preston
Gates &Ellis LLP to the city and the purchaser that all
proceedings taken in the authorization,issuance and delivery of
the bonds are valid, and that the interest on such obligations is
excluded from gross income subject to the qualification that such
exclusion will be maintained only if the expectations of the city
at the time of issuance,as certified in a "tax certificate,"
actually occur.
2.As compensation for performance of the services set forth above,the
city agrees to pay to Van Winkle the amount of $11,800.00.
In addition to the foregoing fees,the city agrees to pay out-of-pocket
expenses for photocopying,long distance telephone charges,and binding
of transcripts which counsel may incur in the performance of the
foregoing services,plus any travel expenses (which is expected to be
one trip to the city if the bonds are delivered in Seattle).
Compensation pursuant to this section 2 shall become due and payable
only if the bonds are issued and delivered.
3.The city also agrees to provide counsel with a complete certified
transcript of all proceedings relating to authorization,issuance,sale
and delivery of the bonds.
4.Van Winkle and Preston shall determine between themselves the division
of specific duties hereunder;and Van Winkle shall be solely responsible
for remitting to Preston compensation for services hereunder pursuant to
an agreement between said law firms, to which the city is not a party.
Adopted by the City Council on December 23,1997.
APPROVED AS TO FORM:
ty Attorrrey
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